NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
REPRESENTATIONS AND AGREEMENTS MADE TO THE RECORD HOLDER HEREOF SET FORTH IN
THIS WARRANT.
COMMON STOCK PURCHASE WARRANT
in favor of
MU & KANG CONSULTANTS LLC
DATE: JANUARY 15, 1999
WARRANT NO. 1-99 10,000 Shares of Common
Stock of TTR Inc.
FOR VALUE RECEIVED, TTR INC., a Delaware company (the "Company"),
hereby grants to MU & KANG CONSULTANTS LLC (the "Holder"), the right to
purchase, subject to the terms and conditions hereof, 10,000 fully paid and
non-assessable shares of Common Stock of the Company, par value $0.001, (the
"Shares"). The purchase price for each Share purchased pursuant to this Warrant
shall be equal to $1.75, subject to the terms hereof. Hereinafter, (i) such
Shares, together with any other equity security which may be issued by the
Company in substitution therefor, are referred to as the "Shares"; (ii) the
shares purchasable hereunder are referred to as the "Warrant Shares"; (iii) and
the price payable hereunder for each of the Warrant Shares, as adjusted in the
manner set froth hereinafter, is referred to as the "Per Share Warrant Price";
and (iv) this warrant and all warrants hereafter issued in exchange or
substitution for this Warrant are referred to as the "Warrants". The Per Share
Warrant Price and the number of Warrant Shares are subject to adjustment as
hereinafter provided.
1. Warrant Period; Exercise of Warrant
1.1 This Warrant may be exercised in whole only once at any time
commencing 9:00 a.m., New York City time, on the date set forth above through
the third anniversary thereof (the "Warrant Period") by the surrender of this
Warrant (with a duly executed exercise form in the form attached at the end
hereof as Exhibit A) at the principal office of the Company, together with the
proper payment of the Per Share Warrant Price times the number of Warrant
Shares.
1.2 Upon surrender of this warrant and payment of the Warrant Price as
aforesaid, the Company shall issue and cause to be delivered to Warrant holder,
a certificate or certificates for the number of Warrant Shares being purchased,
and such certificate or certificates shall be deemed to have been issued and any
person so designated to be named therein shall be deemed to have become a holder
of the such Shares as of the close of business on the date of the surrender of
the Warrant and payment of the Per Share Warrant Price.
1.3 Any stamp tax attributable to the issuance of the Shares shall be
borne solely by Holder.
2. Representations and Warranties
2.1 The Holder (i) represents, warrants, covenants and agrees that the
Warrant and the underlying Warrant Shares are being acquired by the Holder for
the Holder's own account, for investment purposes only, and not with a view to
or for sale in connection with any distribution thereof or with any present
intention of selling or distributing all or any part of the Warrant or the
underlying Warrant Shares thereof; (ii) understands (x) that if it should
thereafter decide to dispose of such Warrant or Warrant Shares (which it does
not contemplate at such time) it may do so only in compliance with the
Securities Act of 1933, as amended (the "Securities Act"), (y) this Warrant and
the Warrant Shares are not registered under the Securities Act nor does the
Company have any obligation to register this Warrant and the Warrant Shares
(except as provided in paragraph 3 below) and (z) that it is unlikely that Rule
144 adopted by the Securities and Exchange Commission will be applicable to
permit sales of this Warrant and the Warrant Shares in reliance thereon; and
(iii) acknowledges that, as of the date hereof, it has been given a full
opportunity to ask questions of and to receive answers from the Company
concerning this Warrant and the Warrant Shares and the business of the Company
and to obtain such information as it desired in order to evaluate the
acquisition of this Warrant and the Warrant Shares, and all questions have been
answered to its full satisfaction.
3. Reservation of Shares.
The Company has reserved, and shall at all times so long as any
Warrant remains outstanding, keep reserved, out of its authorized and unissued
capital stock, such number of shares of Common Stock, par value $0.001, as shall
be subject to purchase under the Warrant.
4. Limited Transfer
4.1 The Company may treat the registered holder of record as the holder
for all purposes.
4.2 In no event shall the Company be obligated to effect any transfer
of Warrants or Warrant Shares unless a registration statement is in effect with
respect thereto under applicable state and Federal securities laws or unless the
Company shall have received an opinion in substance reasonably satisfactory to
it from counsel that such registration is not required. Unless registered, the
Warrant Shares issued upon exercise of the Warrant shall be subject to a stop
transfer order and the certificate or certificates evidencing such Warrant
Shares shall bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A
REGISTRATION STATEMENT. ACCORDINGLY, SUCH SHARES MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER SUCH ACT, OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT."
5. Loss, etc. of Warrant
Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
and cancellation of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder a new Warrant of like date, tenor and denomination.
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6. Notices
Any notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally or sent by certified, registered
or express mail, postage prepaid. Any such notice shall be deemed given when
delivered personally or, if mailed, three days after the date of deposit, to
each party at its address designated in writing by it to the other party.
9. Governing Law
This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without giving effect to the conflict of laws
provisions.
IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase
Warrant to be executed as of the date first written above.
TTR TECHNOLOGIES INC.
By: /s/ XXXX XXXXXXX
--------------------------
Marc. X. Xxxxxxx
Title: President
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ELECTION TO PURCHASE
TTR Inc.
[address]
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for and to purchase thereunder the
full amount of shares represented thereby, and requests that certificates
representing such shares be issued in the name of :
________________________________________________________________________________
___________________________________________________________
please print name, address and other pertinent information)
Sincerely,
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